HomeMy WebLinkAbout20002499.tiff PROFESSIONAL SERVICES AGREEMENT
THIS AGREEMENT is made and entered into the day and year set forth below, by and
between the Weld County Clerk and Recorder, by and through the Board of County
Commissioners of County of Weld, Colorado, whose address is 915 10th Street, G7eelev,
Colorado 80631, hereinafter referred to as "County," and DocuTek, Inc., whose address is 700
West Mississippi Avenue, C-3, Denver, CO 80223, hereinafter referred to as "DocuTek."
WITNESSETH:
WHEREAS, County is in need of professional services for the purpose of microlilrr ing
documents currently in the files of County and for the purpose of arranging for the purchase and
installation of certain computer hardware and software, and
WHEREAS, DocuTek has the expertise and time to perform such microfilming and the
purchasing, delivery, and installation of such hardware and software, and
WHEREAS, the parties hereto desire to enter into this Agreement for the purpose o
defining their respective roles and responsibilities relative to DocuTek's performance of such
tasks.
NOW, THEREFORE, in consideration of the mutual covenants and obligations herein
expressed, it is agreed by and between the parties hereto as follows:
1. Scope of Services. DocuTek agrees to provide the professional services of
microfilming documents currently in the files of County and the purchasing,
delivery, and installation of the hardware and software for digital scanning, all in
accordance with the document entitled, "Electronic Document Management
System and Document Microfilming Services Project Agreement Revised August
15, 2000," which is attached hereto and referred to herein as Exhibit "A."
2. Period of Performance. The period for performance of the services to he
performed by DocuTek pursuant to the terms of this Agreement shall be tha
stated and agreed to in Exhibit A.
3. Early Termination by County. Notwithstanding the time periods contained
herein, the County may tenninate this Agreement at any time without cause by
providing written notice of termination to DocuTek. Such notice shall be
delivered at least fifteen(15) days prior to the termination date contained in sail
notice unless otherwise agreed in writing by the parties. All notices provided
under this Agreement shall be effective when mailed,postage prepaid and sent to
the addresses set forth above. In the event of any such early termination by the
County, DocuTek shall be paid for services rendered and for any hardware or
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software received by County prior to the date of tennination, subject only to the
satisfactory performance of DocuTek's obligations under this Agreement. Such
payment shall be DocuTek's sole right and remedy for such termination.
4. Design, Project, Indemnity and Insurance Responsibility. DocuTek shall be
responsible for the quality, technical accuracy, timely completion and the
coordination of all services rendered by DocuTek, including, but not limited to,
microfilming documents currently in the files of the County and arranging for the
purchase, delivery, and installation of the hardware and software detailed in
Exhibit A, and shall, without additional compensation, promptly remedy and
correct any errors, omissions, or other deficiencies. DocuTek shall indemnify,
save and hold harmless the County, its officers and employees in accordance with
Colorado law, from all damages whatsoever claimed by third parties against the
County, and for the County's costs and reasonable attorneys fees, arising directly
or indirectly out of DocuTek's performance of any of the services famished rndcr
this Agreement. DocuTek shall maintain commercial general liability insurance
in the amount of$500,000 combined single limits, and errors and omissions
insurance in the amount of$500,000. DocuTek acknowledges and agrees that it it,
solely responsible for the safekeeping of all County documents taken into its
custody and control in accordance with the terms of Exhibit A.
5. Compensation. In consideration of the services to be performed pursuant to this
Agreement, County agrees to pay DocuTek for the computer hardware and.
software, and for the microfilming in accordance with the price lists contained it
Exhibit A. Upon final payment, all purchased microfilms, software,hardware,
and other items or documents produced by the services rendered by DocuTek
shall become the sole property of County.
6. County Representative. County shall designate, prior to commencement of work,
its project representative who shall make, within the scope of his or her authority,
all necessary and proper decisions with reference to the project. All requests for
contract interpretations, change orders, and other clarification or instruction shall
be directed to th.e County Representative.
7. Independent Contractor. The services to be performed by DocuTek are those of
an independent contractor and not of an employee of County. County shall rot he
responsible for withholding any portion of DocuTek's compensation hereunder
for the payment of FICA, Workers' Compensation, other taxes or benefits or for
any other purpose. None of the employees of DocuTek shall be considered
employees of County, or eligible for County benefits.
8. Personal Services. It is understood that the County enters into this Agreement
based on the special abilities of DocuTek and that this Agreement shall be
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considered as an agreement for personal services. Accordingly, DocuTek shall
neither assign any responsibilities nor delegate any duties arising under this
Agreement without the prior written consent of County.
9. Acceptance Not Waiver. County's approval of microfilms, software, hardw ire.
and incidental work or materials furnished hereunder shall not in any way relieve
DocuTek of responsibility for the quality or technical accuracy of the work.
County's approval or acceptance of, or payment for, any of the services shall not
be construed to operate as a waiver of any rights or benefits provided to Cot my,
under this Agreement.
10. Default. Each and every term and condition hereof shall be deemed to be a
material element of this Agreement. In the event either party should fail or rats.-
to perform according to the terms of this agreement, such party may be declared
in default.
11. Remedies. In the event a party has been declared in default, such defaulting parry
shall be allowed a period of ten (10) days within which to cure said default. In the
event the default remains uncorrected., the party declaring default may elect to (di
to ninate the Agreement and seek damages; (b) treat the Agreement as continuing
and require specific performance; or(c) avail itself of any other remedy at law or
equity. If the non-defaulting party commences legal or equitable actions against
the defaulting party, the defaulting party shall be liable to the non-defaulting party
for the non-defaulting party's reasonable attorney fees and costs incurred becausL
of the default.
12. Entire Agreement/Binding Effect. This writing, together with the exhibits hereto.
constitutes the entire Agreement between the parties and shall be binding upon
said parties, their officers, employees, agents and assigns and shall inure to he
benefit of the respective survivors, heirs, personal representatives, successors and
assigns of said parties.
13. Law/Severability. The laws of the State of Colorado shall govern the
construction, interpretation, execution and enforcement of this Agreement. In the
event any provision of this Agreement shall be held invalid or unerforceable by
any court of competent jurisdiction, such holding shall not invalidate or render
unenforceable any other provision of this Agreement.
14. No Waiver of Immunity. No portion of this Agreement shall be deemed to
constitute a waiver of any immunities the parties or their officers or employees
may possess, nor shall any portion of this Agreement be deemed to have created a
duty of care which did not previously exist with respect to any person not a party
to this Agreement.
Page 3 of 4 Pages
15. No Third Party Beneficiary Enforcement. It is expressly understood and agreed
that the enforcement of the terms and conditions of this Agreement, and all rights
of action relating to such enforcement. shall be strictly reserved to the undersigned
parties and nothing in this Agreement shall give or allow any claim or right of
action whatsoever by any other person not included in this Agreement. It is the
express intention of the undersigned parties that any entity other than the
undersigned parties receiving services or benefits under this Agreement shall he
an incidental beneficiary only.
Signed by the parties the 10 clay of October ,2000.
AT'I'ES'f:� ( THE WELD COUNTY CLERK AND
CLERK T f < � E<p RECORDER. BY AND
COUNTY COMMISSIONERS r THROUGH IRE BOARD OF COIJN FY
fee c--?Y'OMMISSIONERS OF WELD COUNTY
,.,; � y7fc-tid C1 COLORADO
BY: (2..)-40-44e4_, 1� LA I/ �,-';}' 13Y R
Deputy Clerk to the Board arbara i. Kirkm y'er, ChaW
DOC1 TEK, INC.
By: /6, 0111-4- q"/ ` c
Title: 66--,inERA-t— PArn -66
Page 4 of 4 Pages
Electronic Document Management System
And Document Microfilming Services
Project Agreement
Revised August 15,20011
Prepared For:
Weld County Clerk and Recorder
Prepared By: Ken Voiles
DocuTek, Inc.
1. Electronic Document Management System Installation
IA. System Components And Pricing
Upon receipt of a purchase order issued by Weld County, DocuTek will order and install
the following items and perform the following services at the noted prices. All prices quoted. in
this agreement are fixed for thirty (30) days from the date of this agreement(Sept 14, 2000)
Canon DR-5020 Document Scanner $7,045.00
Canofile For Windows Software (5 User License) $4,350.00
Professional Services (Software Installation,
Application Setup, and User Training)* $1,305.00
Hardware Installation and Operator Training $ 400.00
*Covers five(5) users and 3.5 hours training If additional training is required, the cost
for Professional Services is $100.00 per hour.
Weld County will provide a PC configured as described in "Addendum A".
1B. Warranty and Annual Maintenance Agreement Specifications and Pricing
Canon warrants its equipment to be free from defects in workmanship and material for
ninety(90) days following installation. This covers hardware and software. Thereafter, an anneal
Maintenance Agreement (M.A.) through DocuTek includes two (2) scheduled preventative
maintenance visits per year and covers all parts and labor for any additional M.A. calls. Software
maintenance includes phone support, onsite support and upgrades within version.The pricing for
the annual M.A.s are as follows For additional M.A. terms and conditions, please see
"Addendum B"
One Year Three Years
Canon DR-5020 Scanner $1,015.00 $2,740.00
CFW Software (5 User) $1,550.00 $4,185.00
1 EXHIBIT' "A"
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2. Document Microfilming Services
2A. Project Pricing & Billing
Product/Service Unit Unit Price
Document Preparation Flour $14 50
Document Microfilming* Page $0.035
Film Duplication (215') Rol' $15.50
Pick-Up & Delivery** Rnd Trip $50 00
*Price Includes Original Rolls of Film (215 It)
**Roughly 100.000 documents per round trip.
2B. Project Schedule
Project will be completed and all microfilm and original documents will be delivered on or
before March 31,2001. Each pick-up will consist of roughly 100,000 pages or 50 boxes. A.
schedule for the pick-up and delivery of documents and microfilm will be arranged at a latter
date.
2C. Scope of Services
Weld County will provided all original documents in standard bankers boxes in good
condition, with lids, properly labeled and a manifest of all documents picked up.
DocuTek will pick-up all original documents, prepare all documents for microfilming
(removal of staples, etc.) if necessary; microfilm all documents on planetary and/or rotary
cameras, using 215' microfilm and single level blipping; quality control check each roll of film
for image quality and density prior to duplication; provide a 215' diazo duplicate of each roll cf
film; return all original documents to Weld County with original and duplicate rolls cf film (the
documents will be returned in a prepped format—i.e., without staples etc.). Document
preparation, microfilming, quality control inspection, and film duplication will be done at
DocuTek's facilities. To insure the confidentiality of documents at our facility for conversion_
every employee of DocuTek must sign a non-disclosure agreement as a condition of employment
(please see "Addendum C').
All provisions in this agreement are subject to change following the completion of the
microfilming of at least two (2) sample rolls of film and the subsequent inspection of the film by
Weld County to insure all processes meet the specific archival and retrieval requirements of Weld
County.
Invoicing for the document conversion services will be done on a per microfilm shipment
basis. Invoicing for the Electronic Document Management System will be done upon
completion of installation. Terms are Net 30 days.
eld County ate DocuTek, Inc. Datt
2
0 DocuTck ADDENDUM A
.-Inc. —
Pre-Installation
PC Configuration Checklist
Thank you for choosing an imaging solution from DocuTek for your document management needs. The following
checklist is designed to euswe optimal perfuuuauce front your new imaging system, as well as a smooth and
efficient installation. Please take a moment to examine the hardware on which we will be insla_ling your system.
Note any discrepancies with the specifications listed below. After receipt of this form, a member of our technical
stal3-will be in contact to schedule installation and make any appropriate recommendations.
1. SCANNING, RETRIEVAL & ARCHIVING WORKSTATIONS
'" Item Yes or No J Comments — - _—_..
Windows 95, 98,NT, 2000 _- -- _ — ---- - —
Pentinm Proceccnr _--
3.5 GB EIDE Hard Drive ----
650 NM Partition(for CI? Mastering)*
64 MB EDO RAM(32MB minimum) --_ {
Installed Adaptec 2940 card __ -- — —_ —--_ — �.—— —__ -- ---- -
^Network interface** _ .
Back-up capability J _ — - —-
-Pnnt capability _ — ---_
17" SVGA Monitor --.
Windows compliant modem (Fax& E-mail)* i
Dedicated imaging workstation --_-- _ { _ --—
4
*If applicable to system configuration.
"1'or network applications only. Contact ow technical staff for server specifications
2. RETRIEVAL WORKSTATIONS
— _
Item Yes or No Comments _^—_—,
Windows-95, 98,NT,2000 —______Pentir,m Prnrecenr ______-- - --
3.5 GB EIDE Hard Drive --- - --
G4 MB EDO KAM(32ND fuiitiluwii) .--_______---_.-_-
Network,interface ----- --
Print capa-bility -----
17"SVGA Monitor _ i ------
Windows compliant modem (Fax & E-mail) i - _ ____._.-
Document
Canofile® Si pl . .
FOR WINDOWS.
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Maintenance DocuTek, Inc.
Agreement] o 700 W.Mississippi,C-3 Denver, CO 80223
L._.._ ____ +... 303-722-5200 (Tele.) 303-722-78561 (Fax)
C uftomer N.m*rr
Bill To Address - Installation Address
Customer: Customer: —`— -
Address: Address:
Address,: Address:
— - -- ---
City_.____p: ------- - — —City/St/Zip:
--�.,�_ --
Contact: . .-.I—_� Contact:
— - �'_ — ----- - f
Phone/Fax: Phone/Fax:
. Tet tits.tud t,untiitiuus ap}tlivable to Dut.uTek,Int.Maiuteuautx Agt cement
DocuTek,Inc.(contractor)woe:,to prondc,and ouitomer agree)to accept maintenance xrricc on:he equipment hated here::n,at the annual charges
shown in the equipment description section of this agiccmcnt Of 3),in accordance with the following terns and conditions.
I,COMMENCEMENT DATE: For this agreement,the commencement date is: --- at A.']0 a tr
3.EXPIRATION DATE:This,Agreement will continue for a term ot� month(;and shall oxptro on _^^_ i
at$i4?4 g,m1 Thervtt ti,`liii Affa rt'wwn....a, c .......:1.--;--.+-.'1-y^;*"'r---.)...,:.,,:.,(or?.- -..y 4-y—,.v:,. . _t..r.,.,,
3.EQUIPMENT DESCRIPTION:
Equipment 1)escription/Model Serial Number Annual Charge .
$
$
$
—
—_ ----- Total S
Equipment Accepted Under Contract Without t(epatr. 1 Repairs on the Attached Schedu:e Were lte:iuir d—
NOTE:Drums and any other consumable accessories arc considered a supply item and they arc not therefore covered under thc terns of
this agreement. Most drums are warranted f^r a mRialifum nurnt`tr'(c'pISi,n'1 rh•me'c rrnr.ted t,y th,man"r"n,r.-r
Phase see reverse side of this document for important additional terms and conditions.
Customer Acceptance DocuTek, Inc. 1 Acceptance
By -------- - _.__. .
Signature — --- —Signature: —
Title: — Title:
T _ ^�_ _ _
Date: P.O. 0: — Date: Invoice#t: M-- —
ADDENDUM B (ha r+EwLe1r•
vac<aao
Kodak Ca11on Authorizr,
RcselIcr J
1
W.I.l.iM EM L9SSZZL4,'04.' YV I 1.11!4'I (Oil t '1.0
ADDENDU'4 Id
Terms and Conditions Applicable to DocuTek,Inc. Maintenance Agreement(continued)
4. MAINTENANCE SERVICE: The Contractor agrees to provide maintenance service available Monday
through Friday,from 9:00 a.m. to 4:30 p.m.,keeping the equipment in good working order while operated
iu acuuttlauuc with On.Conti actin's puhluliud spccdicattuus while the equipment is located within the
C9nCactcr'c area Of refs'ns't"lity,
The maintenance provided is based on the specific performance standard needs of individual
products as determined by the Contractor.These needs include preventative maintenance—two(21
scheduled visits per year- during a reported service call or at the discretion of the Contractor's Service
Manager. On-call preventative maintenance will be provided and will include adjustments,lubrications and
replacement of parts deemed necessary by the Contractor.
5.USAGE: If the Customer's equipment',cage exceeds the manufacturer's recommended maximum
volume per year,this contract expires.
6.CHARGES: All service calls made on equipment out under maintenance contract shall be invoiced
immediately at prevailing ra.tcs.
7.EXCLUSIONS: Maintenance service is contingent upon the pt oper use of all equipment and does not
include repairs or increases in service time for the following:
a) Any technical Jeri-let work external to the equipment,or the rrnintenoncc of acnc3iortta,
attachments or other devices not furnished by the Contractor.
b) Service caused by supply items that ale not manufacturer approved.
c) Repair of damage,or increase in service time resulting from accident, transportation,neglect,
theft,fire or water damage,misuse(other ibm cr4inrry nr^), of el'rrrnral r '"' '
air
conditioning or humidity control,and performing services connected with relocation of
equipment,and adding or removing accessories,attachments or other devices.
d) Such service which is impractical for the Contractor representatives to render because of
alterations in the equipment er their connection by nw,'han r l ^,pan°r"'^nrhrr
machine or device.
s) Equipment located in as unsuitable place of installation or an unsafe or hazardous
environment., as determined by the Contractor
I) Normal operator functions as described in the operator's manuals.
g) Problems relating to or caused by software which was not supplied by the contractor
h) Problems relating to or caused by operating environment, including electrical power,heating,
air conditioning,and timidity cunuuts which ate nut within Ore Couuactws specifkatioas
i) Any consumable supply items,including,but not limited to: glass parts, bulbs, toner, and
photosensitive drums where applicable.
8.ACCESS TO EQUIPMENT:The Contractor shall have full and free access to the equipment to provide
service thereon.
9.MODIFICATIONS: Maintenance performed by the Customer or by third parties could be the basis of
voiding any existing warranties.
10.LIMITATION OF LIABILITY: The Contractor's liability to the Customer for damages,from any
cause whatsoever,and regardless of the form of action,whether in contract or in tort,including negligence
or any other form of action, shall be limited to no more than twelve(12)months maintenance charges fur
—the specific machines under this maintenance agreement that caused the damages or that arc subject miner
or related to the cause of action.
This Agreement shall constitute the entire Agreement between the parties and cannot be
modified except iu writing,signed and accepted by both pal ties.
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ADDENDUM C
NONDISCLOSURE AGREEMENT
This is a legal agreement between _("You"or"Your")and DocuTek,
[wan put sled("DuLuTek"),d Cohn ado Lut upu►atiutt.Built of Us("We,'-Us-or-our')agree to enter tilts this
Agreement on the date that DocuTek executes it at its headquarters in Denver,C:ninrarin
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In order to to induce DocuTek to retainYou as an employee to provide certain services,and for other good and
valuable consideration, You have agreed to the following;
1. You will treat all DocuTek data,material or other information("DocuTek Information")and ail DocuTek
Client data,material or other information("Client Information")which is furnished to You by DocuTek as
confidential and proprietary. You will not use or disclose any DocuTek Information or Client Information. DocuTek
Information and Client Information includes,but is not limited to,information concerning this Agreement,the
business, clients,potential clients,personnel,and technical or financial information as well as all notes,wialytes,
compilations,interpretations,or other document,prepared or used by You that contain,reflect or arc ba cd upon
any information provided to you by DocuTek or its Clients.
DocuTek Information and Client Information,however,will not include any information which was:
(A)already in Your possession
(B)independently developed by You without reference to a DocuTek project
(C)publicly disclosed by DocuTek or its Clients,or
(D)rightfully rceeieved by You from a third party without an obligation of non-disclosure.
2. You will not use the name or mark"DocuTek"or that of any of DocuTek's Clients or make representation
regarding DocuTek or any of its Clients,without the written consent of DucuTek and its Clients.
3. If You violate or threaten to violate this Agreement, DocuTek may specifically enforce it through,
including but not limited to,a writ of injunction or temporary restraining order and DocuTek may also pursue acy
otbcr remedic3 such a3 act off egain3t any payment owed or recovery of damages. You will also pay of all of the
costs,expenses,nut attorney fees incurred by DetciTsk in enforcing its rights and remedies icndsr this It:gasman
regardless of whether a lawsuit is filed.
4. DocuTek's failure to insist upon strict compliance with any of the provisions of this Agreement shall not be
construed as a waiver of ally of DocuTek's rights of privileges. If any provision of ibis Agreement is determined to
be unenforceable as written but would be enforceable if limited.it shall be deemed to be so limited so as to be
enforceable to the fullest extent permitted by law.
By signing below we agree to the terms and conditions of the following and warrant and represent that we have the
proper authority to bind ourselves under any applicable laws.
DocuTek Incorporated
Employee Name(Printed)
Signature Authorized Signature
Position/Department Title:
Date: r_ . Date:
DocuTek
/RIP -Inc. -
700 West Mississippi Ave.,C-3 Denver, Colorado 80223 303-122-5200 FAX 303-722-8567
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